Cohen (NASDAQ: COHN) CEO redeems 501,455 LLC units for $978K to cover taxes

Rhea-AI Filing Summary

Cohen & Co Inc.'s chief executive officer, Lester Raymond Brafman, redeemed 501,455 membership units of Cohen & Company, LLC for $978,338.07, or $1.951 per unit. The filing explains he did this to cover tax liabilities tied to recent equity vesting.

Those tax obligations arose from the January 31, 2026 vesting of 611,000 LLC units and 40,000 restricted shares of Cohen & Co Inc. common stock granted under the 2020 Long-Term Incentive Plan. Following the transaction, Brafman directly holds 1,097,861 derivative units and 315,702 shares of common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brafman Lester Raymond

(Last) (First) (Middle)

C/O COHEN & CO INC.

2929 ARCH STREET, SUITE 1703

(Street)

PHILADELPHIA PA 19104-2870

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cohen & Co Inc. [ COHN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share								315,702	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Cohen & Company, LLC Membership Units	(1)	02/03/2026		M			501,455	(1)	(1)	Common Stock, par value $0.01 per share	50,145(1)	$1.951	1,097,861	D

Explanation of Responses:

1. Mr. Brafman redeemed 501,455 membership units (the "Units") of Cohen & Company, LLC (the "Operating LLC"), a subsidiary of Cohen & Co Inc. (the "Company"), for an aggregate of $978,338.07, or $1.951 per Unit, in order to fund certain tax liabilities incurred by Mr. Brafman in connection with the vesting, on January 31, 2026, of 611,000 Units and 40,000 restricted shares of the Company's common stock granted to Mr. Brafman under the Company's 2020 Long-Term Incentive Plan, as amended. In accordance with the Operating LLC's Amended and Restated Limited Liability Company Agreement, as amended, Mr. Brafman had the right to redeem the Units at any time for, at the Company's option, (i) cash or (ii) one share of the Company's common stock for every ten Units.

	/s/ Joseph W. Pooler, Jr., as attorney-in-fact	02/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did COHN CEO Lester Brafman report?

Lester Brafman reported redeeming 501,455 Cohen & Company, LLC membership units for an aggregate $978,338.07. The units were redeemed at $1.951 each to generate cash, as detailed in the filing’s explanation of responses for this Form 4.

Why did COHN CEO Lester Brafman redeem LLC membership units?

He redeemed the units to fund tax liabilities arising from equity vesting. Those liabilities were tied to the January 31, 2026 vesting of 611,000 LLC units and 40,000 restricted shares granted under Cohen & Co Inc.’s 2020 Long-Term Incentive Plan.

How many COHN LLC membership units did Lester Brafman redeem and at what price?

He redeemed 501,455 Cohen & Company, LLC membership units at $1.951 per unit. This produced total consideration of $978,338.07, according to the Form 4 footnote explaining the purpose and pricing of the transaction.

What COHN equity awards recently vested for CEO Lester Brafman?

The filing states that 611,000 Cohen & Company, LLC membership units and 40,000 restricted shares of Cohen & Co Inc. common stock vested on January 31, 2026. These awards were granted under the company’s 2020 Long-Term Incentive Plan, as amended.

How many COHN securities does Lester Brafman hold after this Form 4 transaction?

After the reported transaction, he directly holds 1,097,861 Cohen & Company, LLC membership units as derivative securities and 315,702 shares of Cohen & Co Inc. common stock. Both positions are reported as directly owned in the Form 4 tables.

What redemption rights did COHN’s Operating LLC provide to Lester Brafman?

Under the Operating LLC’s amended and restated LLC agreement, he could redeem units at any time for either cash or one share of Cohen & Co Inc. common stock for every ten units, at the company’s option. The filing describes this right in the explanatory footnote.